VirTra, Inc. (VTSI)
NASDAQ: VTSI · Real-Time Price · USD
4.450
-0.060 (-1.33%)
May 4, 2026, 11:41 AM EDT - Market open
← View all transcripts

AGM 2023

Oct 23, 2023

Operator

Greetings. Welcome to the VirTra Inc. annual meeting. At this time, all participants are in a listen-only mode. If you would like to ask a question during the question and answer section at the end of this presentation, please click on the Ask Question box on the left side of your screen, type in your question, and hit Submit. Please note, this conference is being recorded. I will now turn the conference over to your host, Bob Ferris, Founder and Executive Chairman of VirTra. Sir, please go ahead.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Good afternoon. Will the meeting please come to order? My name is Bob Ferris, and I am the Executive Chairman of VirTra. Welcome to the 2023 Annual Meeting of the stockholders of VirTra. This meeting is being webcast live, and the webcast will be posted on our website for a period of time after the meeting. The matters on which the stockholders at the meeting are voting are to: one, elect five directors. Two, hold a non-binding advisory vote on executive compensation. Three, ratify the appointment of Haynie & Company as the company's independent registered public accounting firm for the year ending December 31, 2023. And four, transact any other business that may properly come before the meeting.

I would like to begin the meeting by introducing the current members of the company's board of directors. They are myself, Bob Ferris. I also serve as Executive Chair. John Givens also serves as CEO. Jeffrey Brown, Gregg Johnson, Jim McDonnell. We also have President Alanna Boudreau and our CFO, our CFO, and we have Fay Matsukage, who serves as our outside corporate legal counsel.

Fay will serve as secretary of the meeting and record the proceedings. She has delivered an Affidavit of Mailing of Issuer Direct Corporation as to the mailing of the notice of the meeting, which states that on September 28, 2023, notice of internet availability of proxy materials was mailed to all stockholders of record as of the close of business on August 28, 2023, the record date for the meeting. This affidavit is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. Fay will now discuss the procedures for transacting the business of the meeting.

Fay Matsukage
Outside Corporate Legal Counsel, VirTra Inc

Good afternoon. When an item of business on the agenda is before the meeting for consideration, questions and comments should be limited to that item. If a stockholder has a question or comment not related to a business item on the agenda, an opportunity to raise other questions and comments will be provided after voting on the proposals described in the proxy statement. Stockholders will have the opportunity to ask a question or make a statement about any resolution pending on the floor. If you wish to ask such a question or make such a statement, please type your question or comment into the Q&A tab on the left-hand side of your screen and click Send. Please keep your questions and statements brief and limited to the specific item up for discussion. Following the agenda items, Bob Ferris will accept general questions from stockholders or proxy holders.

If you wish to ask a question at that time, again, please type your question or comment into the Q&A tab of your screen and click Send. If any stockholder has any matter of individual concern, please contact our investor relations professionals directly.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Thank you, Fay. I hereby appoint a representative of Issuer Direct as Inspector of Election for the meeting and any adjournment or postponement of this meeting. They have signed an oath to act as Inspector of Election, and this oath will be filed with the minutes of this meeting. The inspector has the stockholder list of the company as of the close of business on August 28, 2023, the record date for the meeting, which shows the stockholders and their respective number of shares entitled to vote at this meeting. This list is available if any stockholder wishes to examine it and will be filed with the minutes of this meeting. Fay has advised us that a quorum is present at the meeting, so I declare the meeting duly and lawfully convened. The meeting is now open and ready for business.

The first item of business is the election of five directors of the company. The proxy statement made available to you earlier listed the company's nominees for director. The candidates for director who have been nominated to serve as directors by the company's Nominating and Corporate Governance Committee are Bob Ferris, John Givens, Jeffrey Brown, Gregg Johnson, and Jim McDonnell. In accordance with the bylaws of the company, stockholders are required to provide advanced notice of their intent to nominate candidates for directors and provide certain information as required by the SEC's proxy rules. We did not receive such information; therefore, I declare the nominees, the nominations for directors closed. A motion to elect five directors, as described in the proxy statement, is now in order.

John Givens
CEO, VirTra Inc

My name is John Givens. As a stockholder, I hereby move that each of the company's nominees be elected as directors to serve until the next annual meeting of stockholders or until their respective successors are elected and qualified.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Does anyone second the motion?

Gregg Johnson
Shareholder, Private Investor

My name is Gregg Johnson, and I am a stockholder, and I second the motion.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Are there any questions or comments on this motion? If there is no discussion, I'd like to move on to the next item on the agenda and then have the Inspector of Election announce the votes that have been received on each matter after we have presented each agenda item. I'll give a little more time. Okay, the next item of business is to hold a non-binding advisory vote on executive compensation. This item has been discussed in the proxy statement.

Gregg Johnson
Shareholder, Private Investor

My name is Gregg Johnson. As a stockholder, I hereby move that the stockholders of VirTra approve on an advisory basis the compensation paid to the named executive officers as disclosed in the proxy statement for this 2023 annual meeting of stockholders.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Does anyone second the motion?

John Givens
CEO, VirTra Inc

My name is John Givens. I am a stockholder, and I second the motion.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Are there any questions or comments on this motion? The next item of business is to ratify the appointment of Haynie & Company as the company's independent registered public accounting firm for the year ending December 31, 2023. The appointment of Haynie & Company is discussed in the proxy statement that was made available to you earlier. A motion to ratify the auditor appointment as described in the proxy is now in order.

John Givens
CEO, VirTra Inc

My name is John Givens. As a stockholder, I hereby move that stockholders ratify the appointment of Haynie & Company as our independent registered public accounting firm for the current fiscal year.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Does anyone second the motion?

Gregg Johnson
Shareholder, Private Investor

My name is Gregg Johnson, and I'm a stockholder of the company, and I second the motion.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Are there any questions or comments on this motion? Are there any other matters to be properly considered at this meeting? Since there are no further motions to be properly considered at this meeting, I will now call the vote of these items. The Inspector of Election will report on the results of the voting later in the meeting after tabulation has been completed. We will now wait for the tabulation to occur. While we wait, I would like to open the meeting up to any questions that stockholders may have. If you have any question related to the company, but if you have any questions relating to the company, but not to the matters already voted on at the meeting, you may raise them while the vote is being tabulated. Only matters that may concern all stockholders should be raised at this time.

Any matter of individual concern to a stockholder should be raised directly with our investment relations professionals.

John Givens
CEO, VirTra Inc

Bob, this is John Givens. I'd like to take a moment prior to these questions and answers, if I may?

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Sure, go ahead.

John Givens
CEO, VirTra Inc

I am delighted to announce the appointment of our new Vice President of Sales, Tony Cianflone. With immense pleasure, I welcome Tony to our executive team, bringing with him a wealth of experience, strategic vision, and an outstanding track record as a sales leader. Tony joins us at a pivotal moment in our company's journey as we continue our expansion and focus on driving sustainable growth. His proven expertise in sales leadership, client relationship management, and market expansion will play a significant role in strengthening our market presence and driving revenue growth. We are confident that Tony's insight and innovative approach will further enhance our strategic sales, strengthen partnerships, and open new avenues for business development. As we embark on this exciting chapter, we look forward to leveraging Tony's expertise to maximize shareholder value and achieve new heights of success.

With that success, one additional item is, although we're not required, we are preparing and planning to follow the accelerated filing for 2024 with our Qs and our 10-K. If there's any questions on that, please also include those.

Thank you, Bob.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Thank you, John.

Feel free to type in any question that you might have and hit Submit. Okay, we've received a question: Besides the recent hire, how is sales organization progress been going? Can you provide an update? John, would you like to take that?

John Givens
CEO, VirTra Inc

Yes. The sales progress has been going well. As you know, it takes a little time to implement, but we've been in very short period of time, we have restructured the territories in the U.S. and overseas. We've moved individuals into those positions. We have two positions left to fill, and we'll have completed the sales team. With the new leadership of Tony, his focus and what I'm most impressed with, is he's focused on the sales process, about putting a process in place and a sales methodology for the team to follow. And his background in very large organizations and in startup organizations has been very impressive.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

John, what's Tony's last name?

John Givens
CEO, VirTra Inc

Tony's last name is Cianflone. It's spelled C-I-A-N-F-L-O-N-E. Anthony Cianflone.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

All right, we are gonna close Q&A in the next 20 seconds, so if anyone has a question, please type it in now. Okay, I believe that the votes have been counted, and the preliminary report of the Inspector of Election has been delivered to the company. Fay, will you please announce the results of the stockholders vote?

Fay Matsukage
Outside Corporate Legal Counsel, VirTra Inc

The preliminary report of the Inspector of Election indicates that Bob Ferris, John Givens, Jeffrey Brown, Gregg Johnson, and Jim McDonnell have been elected as directors by the stockholders. Each candidate received the affirmative vote of a majority of those shares present in person via webcast or by proxy at the meeting. The compensation paid to our named executive officers, as disclosed in the proxy statement for this meeting, has been approved by the stockholders by the affirmative vote of a majority of the votes present in person via webcast or by proxy at the meeting. And finally, ratification of the appointment of Haynie & Company as the company's independent registered public accounting firm for the year ending December 31, 2023, has been approved by the stockholders via the affirmative vote of a majority of the votes present in person via webcast or by proxy at the meeting.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Thank you, Fay. I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting. You have now heard the results of the voting, and this completes the business to be conducted at this meeting. Since there are no other matters to come before the meeting, a motion to adjourn the meeting is now in order.

John Givens
CEO, VirTra Inc

My name is John Givens, I'm a shareholder, and I hereby move that this meeting be adjourned.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Do I have a second on this motion?

Gregg Johnson
Shareholder, Private Investor

Yes, Bob. My name is Gregg Johnson, I'm a stockholder, and I second the motion.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

All in favor of the motion of adjournment, please signify by saying aye.

Gregg Johnson
Shareholder, Private Investor

Aye.

John Givens
CEO, VirTra Inc

Aye.

Bob Ferris
Founder and Executive Chairman, VirTra Inc

Those opposed, signify by saying no. The motion has been carried. I would like to take this opportunity to thank you for your attendance today. Also, please know that your interest in VirTra is very appreciated, and that the incredible support of our stockholders has been critical to our successes. I personally think our best days are in front of us. Thank you, and God bless. I hereby declare this meeting adjourned. You may now hang up.

Operator

This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.

Powered by